Standard Terms and Conditions for the Provision of Agency Services
1
DEFINITIONS
“Affiliate” means:
(i)
(ii)
in the case of the Agent, Wilhelmsen
Ships Service AS or any company
owned or controlled by Wilhelmsen
Ships Service AS or any company
managed by Wilhelmsen Ships Service
AS pursuant to a management
agreement irrespective of whether such
company is owned or controlled by
Wilhelmsen Ships Service AS; and
in the case of the Company, any
company owned or controlled by the
Company or its ultimate parent,
where control means direct or indirect ownership
of at least 50% of the voting stock or interest in
the company or control of the composition of the
board of directors.
“Agency Appointment” means a request for
Services by the Company following the issue of
the Pro-Forma Disbursement Account.
“Agent” means (as applicable) Wilhelmsen Ships
Service AS or the Affiliate of Wilhelmsen Ships
Service AS that has entered into a Port Call
Appointment with a Company for the provision
of the Services.
“Company” means any relevant legal or natural
person entering into any Port Call Appointment
with the Agent for the provision of any Services.
“Confidential Information” means each item of
confidential and proprietary information, and the
intellectual property rights therein, disclosed by
one party to another, including without limitation
any financial information, procurement and
purchasing requirements, business forecasts,
sales and marketing plans and information and
customer lists relating to that party or any of its
Affiliates.
“Disbursements” means any and all amounts
which the Agent (or a sub-agent appointed
pursuant to condition 4) pays out to a third party
on behalf of the Company in relation to the
Services, including, but not limited to any VAT,
sales taxes and other applicable taxes and
charges.
“Final Disbursement Account” means an
account produced by the Agent which describes
the Disbursements which have been incurred by
the Agent in providing of the Services and the
related commissions and fees for the Services and
other sums owed by the Company to the Agent in
relation to the Services.
“Force Majeure” shall have the meaning given
to it in condition 13.
“Pre-funding” shall have the meaning given to it
in condition 6.
“Pro-forma Disbursement Account” means an
estimated account produced by the Agent based
upon the Services initially requested by the
Company and which set out the estimated
Disbursements which will be incurred by the
Agent in providing of the Services and the related
estimated commissions and fees that will be
charged by the Agent for the provision of the
Services.
“Port Call Appointment” means any agreement
for the provision of Services entered into between
the Agent and the Company upon these Standard
Terms and Conditions, as amended from time to
time, which is formed following the acceptance of
an Agency Appointment by the Agent.
“Public Official” means:
(i)
any official or employee of any
government agency or governmentowned or controlled enterprise;
(ii)
any person performing a public function;
(iii)
any official or employee of a public
international organisation;
(iv)
any candidate for political office; or
(v)
any political party or an official of a
political party.
“Revised Disbursement Account” means a
revised estimate of Disbursements and the related
estimated commissions and fees that will be
charged by the Agent for the provision of the
Services, which is issued after the Services have
commenced,
and
after
the
Pro-forma
Disbursement Account, due to an increase or
other variation to the scope of Services.
“Services” means all or some of the services
listed in the Ships Agency Services Catalogue
currently
located
at
http://www.wilhelmsen.com/globalassets/shipsagency/documents/wss-ships-agency-service-
WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016
catalogue.pdf, which are agreed to be provided by
the Agent to the Company pursuant to any Port
Call Appointment.
2
APPOINTMENT AND SCOPE OF WORK
2.1
Following an initial request for Services by the
Company, the Agent may issue a Pro-forma
Disbursement Account relating to the Services
requested.
2.2
If the Company wishes the Agent to provide the
Services, it will issue an Agency Appointment.
The Port Call Appointment shall be formed when
the Agent confirms its acceptance in writing of an
Agency Appointment. In such circumstances, the
Company appoints the Agent to provide the
Services described in the Agency Appointment or
otherwise agreed to be provided by the Agent to
the Company, in consideration of payment by the
Company of the applicable commissions, fees and
Disbursements.
3.2
For the avoidance of doubt, where the Agent
appoints a Service Provider on the Company’s
behalf, it will do so in the capacity as the
Company’s agent and the Agent will not have any
responsibility for the performance of or negligent
acts or defaults of any such Service Provider. The
Agent will provide the Company with reasonable
co-operation in relation to any dispute between
the Company and the Service Provider.
4
SUB-AGENTS
4.1
The Agent shall be entitled, without prior
consultation, to appoint sub-agents to perform
any part of the Services and such sub-agents
may enter contracts with Service Providers on
behalf of the Company as if they were the
Agent. The Agent shall remain responsible for
the actions of its sub-agents in relation to the
Services.
4.2
In ports or terminals where the choice of
port/terminal agent is restricted by that port or
terminal or other applicable governing body, the
Agent accepts no responsibility for the actions
of said port/terminal agents nor can Agent
accept responsibility for their commission, fees
or expenses. In such circumstances the
port/terminal agent will be appointed by the
Agent on behalf of, and for the account of, the
Company. The port/terminal agent will not be
the sub-agent to the Agent.
2.3
For the avoidance of doubt, each Port Call
Appointment forms a separate contract between
the Agent and the Company (subject to terms of
these Standard Terms and Conditions), and no
Agent Affiliate or Company Affiliate shall in any
event be jointly and severally liable for any
obligations under any Port Call Appointment,
unless otherwise is explicitly stated in these
Standard Terms and Conditions.
3
AGENT’S OBLIGATIONS
5
COMPANY’S OBLIGATIONS
3.1
In relation to the Services to be provided by the
Agent, the Agent undertakes:
5.1
In relation to the applicable Services, the
Company undertakes to (in addition to its other
obligations set out herein):
(a)
to exercise reasonable skill and care in
the performance of its responsibilities;
(b)
to use reasonable endeavours to comply
with the Company’s reasonable
requirements in relation to the
performance of the Services; and
(c)
in consultation with the Company, to
recommend and/or appoint on the
Company’s
behalf
stevedores,
watchmen, tallymen, hauliers and other
third party suppliers (each a “Service
Provider” and the services to be
provided by the Service Provider to
Company to be known as “Service
Provider Services”).
(a)
well in advance of the time at which the
Services are to be provided, to provide in
writing all necessary information and
documentation (including as to cargo) to
the Agent in order for it to provide the
Services on a timely basis; and
(b)
pay the Pre-Funding (as described in
condition 6) prior to the commencement
of the Services and in any case provide
the Agent on its request with all
necessary funds to cover any fees and
Disbursements.
6
REMUNERATION
6.1
The Company undertakes to pay to the Agent, as
consideration for the Services provided by the
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WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016
Agent, the commissions and fees agreed between
the parties and a sum equivalent to all
Disbursements (subject, in the case of
Disbursements, to the Agent providing reasonable
and
documented
evidence
that
such
Disbursements have been incurred).
6.2
6.3
6.4
6.5
Unless expressly agreed otherwise between the
parties in writing, the Company must pay to the
Agent one hundred percent (100%) of the value
of the Pro-forma Disbursement Account prior to
the Agent commencing the Services (with any
sum paid in advance by the Company known as
the “Pre-funding”). The parties may agree that
the Pre-funding should be lower than one hundred
percent (100%) of the Pro-forma Disbursement
Account value. In any case, the Pre-funding must
be paid into a bank account specified by the Agent
in cleared funds.
Should the Company fail to pay the Pre-funding
to the Agent at the agreed level in cleared funds,
the Agent shall be entitled to refuse to provide
some or all of the Services. Nevertheless, if the
Agent does provide some or all of the Services
despite the Company’s failure to pay the agreed
Pre-funding, the Company will remain liable to
pay the Agent all fees, commissions and
Disbursements in relation to the Services.
Should the scope of the Services increase
following the formation of the Port Call
Appointment, or if it appears that the Pre-funding
will be lower than the actual Disbursements and
commissions, the Agent shall be entitled to issue
one or more Revised Disbursement Accounts
specifying a further sum which is required to be
paid by the Company prior to the provision of the
relevant Services. The Company shall pay such
amounts specified in the Revised Disbursement
Account and such sums shall be deemed to be part
of the Pre-funding.
Following the completion of the Services, the
Agent shall submit to the Company a Final
Disbursement Account, taking into account any
Pre-funding which has been received by the
Company in cleared funds. The Company shall
pay any such balance stated in the Final
Disbursement Account. Any commissions, fees,
Disbursements and/or other sums owed by the
Company which become due following the issue
of the Final Disbursement Account shall also be
payable by the Company following the Agent
providing reasonable and documented evidence
that such sums are payable. If the sums due by the
Company to the Agent are lower than the level of
Pre-funding obtained in clear funds by the Agent,
the Agent shall reimburse such excess to the
Company.
6.6
All invoices issued by the Agent shall be payable
by the Company within seven (7) days of the date
of the invoice, unless otherwise agreed by the
parties. Each Pro-forma Disbursement Account,
Revised Disbursement Account and Final
Disbursement Account shall be deemed to be
invoices and therefore payable as described in this
condition 6.6.
6.7
Except for taxes on the Agent’s own income, the
Company is responsible for all taxes, charges,
imposts, customs duties, levies, and other fees or
charges of any kind payable to any governmental,
fiscal or taxing authority anywhere in relation to
the provision of the Services (“Taxes”). The
Company shall fully indemnify the Agent in
respect of any claims or expenses incurred in
connection with such Taxes, including, but not
limited to, any sum which is paid to a relevant
authority on the Company’s behalf by the Agent.
6.8
The Agent shall be entitled to claim and recover
interest of four percent (4%) per annum above the
base lending rate of Barclays Bank PLC (before
as well as after judgement) on any overdue
payment. Such interest shall accrue on a daily
basis from the due date until payment in full is
received by the Agent. The Agent shall be entitled
to claim and recover all costs and expenses, on a
full indemnity basis, incurred in the collection of
payments due.
6.9
In the event that:
(a)
any fees, commission, Disbursements or
expenses due from the Company to the
Agent under any Port Call Appointment
remain outstanding following the expiry
of the period for settlement of such
invoices; and
(b)
the Agent or any Affiliate of the Agent is
in possession of funds belonging to the
Company in any jurisdiction regardless
of whether such funds were paid to the
Agent or the relevant Affiliate of the
Agent in connection with the relevant
Port Call Appointment,
then the Agent and such Affiliate of the Agent
may, at any time, set off such funds against the
due and unpaid fees, commission, or
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WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016
Disbursements outstanding under the Port Call
Appointment.
6.10
even if the parties were aware of the possibility
that such loss or damage might be incurred.
7.2
In the event that:
(a) the Agent or any Affiliate of the Agent is in
possession of funds paid by the Company to the
Agent or any Affiliate of the Agent under or in
connection with a Port Call Appointment; and
(b) any sums, fees, payments, commissions,
disbursements or expenses due from the
Company to the Agent or any Affiliate of the
Agent under any other contractual arrangement
are outstanding,
Nothing in any Port Call Appointment or in these
Standard Terms and conditions excludes or limits
the liability of either party:
(a)
for death or personal injury caused by
negligence;
(b)
for
fraud
or
misrepresentation; or
(c)
for any liability which cannot be limited
or excluded by applicable law.
fraudulent
then the Agent and/or such Affiliate of the Agent
may, at any time, set off such funds against the
due sums, fees, payments, commission,
disbursements or expenses outstanding under the
other contractual arrangement. Where the use of
the funds for such set off results in insufficient
cleared funds being available to the Agent to pay
for actual or anticipated Disbursements, the
Agent shall be entitled to refuse to provide some
or all of the Services until such shortfall is made
good by the Company (by additional Pre-funding
or otherwise).
7.3
Subject to condition 7.2, the Agent’s and all of its
Affiliate’s total liability whether in contract, tort
(including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise arising
in connection with the performance or
contemplated performance of any Port Call
Appointment shall not in any circumstances
exceed, per event or series of related events, the
amount of the direct loss incurred by the
Company or the amount of five hundred thousand
US dollars ($500,000), whichever is the lesser
amount.
7
LIMITATION OF LIABILITY
7.4
7.1
Subject to condition 7.2, under no circumstances
shall either party or any of their Affiliates be
liable to the other for any of the following types
of loss or damage arising under or in relation to
these Standard Terms and Conditions for the
Provision of Agency Services or any Port Call
Appointment (whether arising from breach of
contract, misrepresentation (whether tortious or
statutory), tort (including but not limited to
negligence), breach of statutory duty, or
otherwise):
In addition, the Agent and its Affiliates shall not
be liable for any loss or damage (however caused)
to cargo, vessels or other items which are placed
in the Agent’s or a sub-agents possession or
control, except where such loss or damage is
caused by the negligence or default of the Agent
or that Affiliate (as applicable).
7.5
Any claims against the Agent by the Company
must be notified to the Agent as soon as
reasonably practicable following the Company
becoming aware of such claims. In any case, any
claim by the Company shall be deemed to be
waived and absolutely time barred upon the
expiry of one (1) year from the event giving rise
to such claims.
7.6
Subject to condition 7.2, where loss, damage, cost
or expense is suffered or incurred by the
Company due to the act or omission of the Agent
and another party or parties, the Agent’s liability
is further limited to its proportionate share of
responsibility for loss, damage, costs and
expenses suffered or incurred by the Company,
having regard to the extent that any other party or
parties has contributed to or is culpable for such
loss, damage, costs and expenses with no account
taken of any exclusion agreed between the
(a)
(b)
any loss of profits, business, contracts,
anticipated savings, goodwill, or
revenue, any wasted expenditure, any
loss of market, any loss or expense
arising from detention or delay of a
vessel or any loss or corruption of data
(regardless of whether any of these types
of loss or damage are direct, indirect or
consequential); or
any indirect or consequential loss or
damage whatsoever,
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WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016
Company and any other person or the ability of
such other person to satisfy its liability to the
Company.
8
INDEMNITIES
8.1
Each party shall indemnify the other party against
all liabilities, costs, expenses, damages and losses
suffered or incurred by the other party arising out
of or in connection with any death, personal injury
or damage to property arising out of, or in
connection with the acts or omissions of the first
party, its employees, agents or subcontractors.
8.2
The Company shall at all times indemnify the
Agent and Affiliates and hold them harmless
against all claims, charges, losses, damages and
expenses which it may incur in connection with
the Service Provider Services (including but not
limited to any claim made by a Service Provider)
or the performance by the Agent of the Services,
unless any such claims, charges, losses, damages
and expenses arises directly by reason of the
misconduct, negligence or default of the Agent or
the relevant Affiliate. If requested to do so by the
Agent, the Company shall take over the conduct
of any claim or dispute which may arise between
the Agent (or an Affiliate of the Agent) and any
third party which is subject to the indemnity in
this condition 8.2.
8.3
liability insurance policy on such terms with such
insurers and in such amount as may reasonably be
regarded as customary in the industry by a
prudent provider of such services.
9.2
Without limitation to its general obligation to
maintain insurances, the Company shall ensure
that each of its ships, vessels and cargo and other
items which are placed in the Agent’s or any
Service Provider’s possession or control in
relation to the Services, are fully insured on an
indemnity basis against loss, damage and
destruction. The Company will provide the Agent
with details of the relevant insurance policies
upon request.
10
CONFIDENTIALITY
10.1
The parties agree to keep any Confidential
Information confidential, not to use it for any
purpose (other than in the context of the Services
to be provided) and not to disclose it without the
prior written consent of the other party to any
third party, unless:
If the Agent (or a sub-agent appointed pursuant to
condition 4) at any time provides any bond,
guarantee or other form of security to any customs
or other local authorities in any country in
connection with the Services provided, the
Company shall indemnify the Agent and hold it
harmless from any claims made in relation to such
bond, guarantee or other form of security, unless
any such claim arises directly by reason of the
misconduct, negligence or default of the Agent.
10.2
8.4
Without limiting the foregoing terms, if the Agent
(or a sub-agent appointed pursuant to condition 4)
finds itself, whether by law or otherwise in any
country, jointly or severally liable for any
liabilities of the Company or any other party seeks
to hold it liable for any liabilities of the Company,
then the Company shall indemnify the Agent and
hold it harmless for any claims made in respect
thereof and shall not in any way assert any claim
for a contribution from the Agent.
9
INSURANCES
9.1
The liabilities assumed by the Agent on the
provision of the Services shall be covered by a
(a)
the information was public knowledge at
the time of the disclosure;
(b)
the information becomes public
knowledge other than by breach of the
confidentiality undertaking contained in
this condition 10.1;
(c)
the information subsequently comes
lawfully into its possession from a third
party; or
(d)
required to do so by any laws or
regulations to which the disclosing party
is subject.
Notwithstanding condition 10.1, each party shall
be entitled to disclose Confidential Information to
its directors, shareholders, officers, employees,
advisers and consultants having a need to know
the same. The Agent may also disclose
confidential information to potential assignees or
transferees and may disclose confidential
information for the purposes of performing its
obligations under the Port Call Appointment
(such as disclosing information to any sub-agents,
Service Providers, Affiliates or representatives of
the Agent).
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WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016
11
ASSIGNMENT
13
FORCE MAJEURE
Neither party may assign or transfer any of its
rights and obligations under any Port Call
Appointment without the prior written consent of
the other party, except that the Agent shall be
entitled to assign or factor any debt owed to it
from the Company under any Port Call
Appointment to any Affiliate without further
formality.
13.1
In relation to the provision of the Services, the
obligations of the parties shall be suspended
during the period and to the extent that that party
is prevented or hindered from complying with
them by any cause beyond its reasonable control
including (but not limited to) strikes, lock-outs,
labour disputes, (except where such strikes, lockouts and labour disputes relate to that party’s own
personnel)
act of God, war, riot, civil
commotion, malicious damage, compliance with
any law or government order, rule, regulation or
direction, port security, port authorities and
security restrictions in ports, accident, breakdown
of plant or machinery, fire, flood, storm, difficulty
or increased expense in obtaining workmen
(except where such failure to obtain workmen
relates to that party’s own personnel), materials,
goods or raw materials in connection with the
provision of the Services.
13.2
In the event of any such party being so hindered
or prevented, the party concerned shall give
notice of suspension as soon as reasonably
possible to the other party stating the date and
extent of the suspension and its cause and the
omission to give such notice shall forfeit the right
of that party to claim suspension. Any party
whose obligations have been suspended as
aforesaid shall resume the performance of those
obligations as soon as reasonably possible after
the removal of the cause and shall so notify the
other party. However, if the suspension lasts for
more than thirty (30) days, either party may
terminate the relevant Port Call Appointment.
14
THIRD PARTY RIGHTS
12
TERMINATION
12.1
Either party may terminate any Port Call
Appointment with immediate effect if the other
party to such Port Call Appointment has
committed a material breach of its obligations
under such Port Call Appointment. If such breach
can be remedied, termination may only take place
if the party in breach has been given thirty (30)
days’ written notice of the breach and the breach
remains unremedied. For the avoidance of doubt,
non-payment
of
fees,
commission
or
Disbursements due from the Company to the
Agent shall amount to a material breach of a Port
Call Appointment.
12.2
Any Port Call Appointment may be terminated
with immediate effect by either party if the other
party to such Port Call Appointment is declared
bankrupt, becomes insolvent or is unable to pay
debts as they fall due or, where the terminating
party is the Agent, where the Agent reasonably
believes that the Company will be declared
bankrupt, become insolvent or be unable to pay
debts as they fall due. In addition, either party
may terminate the affected Port Call Appointment
pursuant to the terms of Condition 13 and
Condition 17.
12.3
Notwithstanding the foregoing, the Agent shall be
entitled to suspend its performance under all
outstanding Port Call Appointments placed
pursuant to these Standard Terms and Conditions
if any sum due by the Company under any Port
Call Appointment is outstanding beyond the
relevant due date.
12.4
Upon early termination of any Port Call
Appointment,
all
Disbursements
and
commissions accrued to that date shall become
payable. If the sums due by the Company to the
Agent are lower than the level of Pre-funding
obtained in clear funds by the Agent, the Agent
shall reimburse such excess to the Company.
With the exception of any Affiliate of the Agent,
who shall take the benefit of any right expressly
stated to be for the benefit of an Affiliate of the
Agent together with any protection and limitation
afforded to the Agent pursuant to a Port Call
Appointment (including, but not limited to, those
set out in these Standard Terms and Conditions),
a person who is not a party to a Port Call
Appointment has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or
to enjoy the benefit of any term of such Port Call
Appointment. However, the terms of the Port Call
Appointment (including, but not limited to, these
Standard Terms and Conditions) may be varied,
amended or modified without the consent of any
such third party.
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WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016
15
NOTICES
15.1
In general, communications between the parties
can be undertaken electronically via electronic
mail and fax. However, any notice from one party
to the other which is stated as requiring to be
‘written’ or undertaken ‘in writing’ must be sent
in hard copy to the recipient to be valid.
15.2
Unless the contrary is proved, each such notice or
communication shall be deemed to have been
given or made and delivered, if by letter on the
second working day after posting.
16
MISCELLANEOUS
16.1
No amendment or variation of these Standard
Terms and Conditions or any Port Call
Appointment shall be effective unless in writing
and signed by a duly authorised representative of
each of the parties.
16.2
Any consent given by a party shall operate as a
consent only for the particular matter to which it
relates and in no way shall be construed as a
waiver or release of any provision of any Port Call
Appointment nor shall it be construed as
dispensing with the necessity of obtaining the
specific written consent of the relevant party in
the future unless expressly so provided.
16.3
The failure of a party to exercise or enforce any
right under any Port Call Appointment shall not
be deemed to be a waiver of that right nor operate
to bar the exercise or enforcement of it at any
times thereafter.
16.4
If any part of any Port Call Appointment
(including these Standard Terms and Conditions)
becomes invalid, illegal or unenforceable the
parties shall negotiate in good faith in order to
agree the terms of a mutually satisfactory
provision to be substituted for the invalid, illegal
or unenforceable provision which as nearly as
possible gives effect to their intentions as
expressed in that Port Call Appointment. Failure
to agree on such a provision within six (6) months
of commencement of those negotiations shall
result in automatic termination of that Port Call
Appointment.
17
ETHICAL STANDARDS
17.1
Compliance
17.2
The parties agree that neither party shall:
(a)
offer or agree to give any person working
for or engaged by the other party any gift
or other consideration, which could act
as an inducement or a reward for any act
or omission to act in connection with this
Port Call Appointment, or any other
agreement between the parties;
(b)
enter into this Port Call Appointment, or
any other agreement with the other party
if it has knowledge that, in connection
with it, any money has been, or will be,
paid to any person working for or
engaged by the other party or that an
agreement has been reached to that effect
unless (i) details of any such
arrangement have been disclosed in
writing to the other party prior to the
execution of the agreement and (ii)
approval of such arrangement by an
authorised representative of the other
party has been obtained;
(c)
offer, pay or promise to pay either
directly or indirectly, anything of value
to a Public Official in connection with
any Port Call Appointment. The parties
further agree that in the performance of
their respective obligations under the
Port Call Appointment, the parties and
their
respective
Affiliates,
subcontractors and employees shall comply
with all applicable anti-corruption laws,
rules, regulations and orders of any
applicable jurisdiction including, but not
limited to the OECD Convention on
Combating Bribery of Foreign Public
Officials in International Business
Transactions (or any subsequent
replacement or amendment of such
convention), the UK Bribery Act 2010
and the US Foreign Corrupt Practices
Act of 1977. Each party shall notify the
other immediately in writing with full
particulars in the event of that party
receives a request from any Public
Official requesting illicit payments in
connection
with
a
Port
Call
Appointment; or
(d)
take any other action which results in a
breach by either party of any applicable
anti-corruption legislation.
Breach of Ethical Standards
(a)
If either party breaches condition 17.1,
the other party may terminate the Port
Call Appointment by written notice with
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WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016
immediate effect. Any termination
pursuant to this condition 17.2 shall be
without prejudice to any right or remedy
that has already accrued, or subsequently
accrues to the terminating party.
(b)
If the parties are unable to resolve such dispute
within thirty (30) days of commencing
negotiations, subject always to conditions 19.3
and 19.4, such dispute may, upon the application
of either party, be referred to and finally resolved
by arbitration under the London Maritime
Arbitrators Association ("LMAA") Terms
current at the time when the arbitration
proceedings are commenced, except that where
neither the claim nor any counterclaim exceeds
the sum of fifty thousand US Dollars
(USD50,000) the arbitration shall be conducted in
accordance with the LMAA Small Claims
Procedure. The number of arbitrators shall be
three, except that the reference shall be to one sole
arbitrator where the LMAA Small Claims
Procedure applies. The seat, or legal place, of the
arbitration shall be London, England. The
language to be used in the arbitration shall be
English.
Notwithstanding anything to the
contrary in these Standard Terms and
Conditions
or
any
Port
Call
Appointment, under no circumstances
shall either party or any of their
Affiliates be liable to the other for any
delay or failure to perform its obligations
under these Standard Terms and
Conditions or any Port Call Appointment
to the extent that such failure or delay
arises out of or in connection with that
party complying with its obligations
under condition 17.1.
18
COMPLIANCE WITH ASSET CONTROL
LAWS AND FINANCIAL SANCTIONS
18.1
The parties will comply with any applicable antiterrorist financing and asset control laws,
regulations, rules and orders, including but not
limited to, the U.S. Department of Treasury,
Office of Foreign Assets Control (“OFAC”)
regulations and the European Union sanctions or
restrictive measures.
18.2
Call Appointment to which these Standard Terms
and Conditions apply by negotiation.
Pursuant to OFAC regulations respecting United
States Dollar ("USD") payments, neither party
can facilitate USD payments in any transaction
related to OFAC sanctioned entities, either
directly or indirectly. Either party may be
required to request information from the other
which supports a verification statement which
New York intermediary banks may require
according to the OFAC regulations, including
whether a person is a “specially designated
national” listed by OFAC or any executive order,
or a “national” of any country with which
transactions are regulated by OFAC. Both parties
shall provide timely and truthful responses to any
such reasonable enquiries either party may make
to the other to support any required verification
statements.
19
GOVERNING LAW AND DISPUTES
19.1
These Standard Terms and Conditions and (unless
otherwise agreed by the parties in writing) each
Port Call Appointment shall be governed by and
construed in accordance with English law.
19.2
The parties shall first attempt to resolve any
dispute arising out of or in connection with a Port
19.3
Nothing in these Standard Terms and Conditions
or any Port Call Appointment shall preclude
either party from the right to seek in any
jurisdiction security or interim orders (by means
of an appropriate remedy of relief including,
without limitation, in rem arrests, injunctions,
attachments, seizures, sales, detention, exercise of
any lien or otherwise howsoever) in each case in
accordance with any relevant local law or
regulation in respect of claims arising in any
jurisdiction.
19.4
Nothing in these Standard Terms and Conditions
or any Port Call Appointment shall preclude the
Agent or its Affiliates from seeking to enforce any
outstanding or overdue debt or payable invoice
(including, but not limited to, any Pre-funding,
Pro-forma Disbursement Account, Revised
Disbursement Account and Final Disbursement
Account) owed by the Company to the Agent or
its Affiliates under any Port Call Appointment or
under these Standard Terms and Conditions in the
courts of any competent jurisdiction in
accordance with any relevant local law.
END
8
WSS Standard Terms and Conditions for the Provision of Agency Services Valid from July 2016